Guest Michael Posted February 6, 2015 at 07:13 AM Report Share Posted February 6, 2015 at 07:13 AM Hello again all, I am becoming more active in my local farmer’s market and am just getting introduced to RONR. In studying our association’s bylaws and the proposed amendments heading up to our annual general meeting I find myself getting more confused and hope you can help. Here are a few of the points I am having trouble understanding. Our bylaws explicitly state notice of our general meeting must be given by regular mail. One of the amendments proposed on the agenda is to insert the words ‘or email’. The call to the meeting was made by email and not my regular mail. There is another clause in our bylaws which states:“18. ERROR OR OMISSION IN NOTICENo error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the Members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any Member, director or officer for any meeting or otherwise, the address of any Member, director or officer shall be his last address recorded on the books of the Association” In defining quorum the bylaws state “All meetings of voting Members shall be conducted according to Roberts Rules of Order where not inconsistent with the by-laws of the Association and a quorum for such meetings shall consist of not less than 60% 25% voting Members present in person or by proxy.” In the previous quotation the text in red is to remove and text in green to insert. After reading and rereading this I have three questions? Was the call to the general meeting given properly? How can quorum refer to members present? I thought by definition it referred to entire membership. I bring this up because at previous meetings the questions of quorum were brushed aside by the chair and secretary. Any time the word voting is used in the bylaws it is proposed that we strike the word voting and just use the word member. Would this have any change on the voting rights of the membership? If so what are they, and if not what would be the advantage of removing the word voting? Thank you for your input, and for taking the time to help a newbie delve into the RONR Michael Link to comment Share on other sites More sharing options...
jstackpo Posted February 6, 2015 at 08:42 AM Report Share Posted February 6, 2015 at 08:42 AM In the order you asked... 1) No, but (apparently - see caveat below) your paragraph 18 suggests that the meeting will be valid anyway. 2) "Quorum" means a certain number of members who must be present to hold a valid meeting. 3) A "member" has a right to vote, so removing "voting" would make no difference. Caveat: These answers are mainly guesses on my part. It isn't possible to be sure without reading your entire bylaws -- we can't do that here. Furthermore any interpretation of ambiguities in bylaws is up to the membership - p. 588 - not us non-members here. Since you are a newbie (welcome!) get a copy of RONRIB:"Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will really need in all but the most exceptional situations. And only $7.50! You can read it in an evening. Get both RONRIB and RONR (scroll down) at this link. Or in your local bookstore. Get a copy (Valentine's Day Gifts?) for your chair and secretary too so they will not have to "brush aside" parliamentary questions. Link to comment Share on other sites More sharing options...
Edgar Guest Posted February 6, 2015 at 12:49 PM Report Share Posted February 6, 2015 at 12:49 PM 2) "Quorum" means a certain number of members who must be present to hold a valid meeting. Well, a valid meeting can be held (and, if properly scheduled, should be held) even if a quorum isn't present. It's just that there's not much that can be done at such a meeting. So the minutes (and there should be minutes) will be brief. Link to comment Share on other sites More sharing options...
Steven Britton Posted February 6, 2015 at 01:06 PM Report Share Posted February 6, 2015 at 01:06 PM Was the call to the general meeting given properly? If RONR controls, maybe. RONR p.16 - 22 states: When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a) by postal mail to the member's last known address; or b ) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice. But as the good doctor John has pointed out, your bylaw paragraph 18 may control. Link to comment Share on other sites More sharing options...
Michael.the.keeper Posted February 6, 2015 at 01:09 PM Report Share Posted February 6, 2015 at 01:09 PM Thank you for the information. I am grateful for the clarification of quorum and I hope we have one this meeting so we may proceed with business and not be forced to reschedule. The reading on member is very interesting and I am now less worried that by removing that wording our members basic voting will be nullified. With your explanations it now just looks like a housekeeping issue. I have just purchased RONRIB and RONR, I have finished In Brief and am starting to wade through RONR. To be honest I had no idea what 'Robert's Rules' was until I started looking at our proposed changes to the bylaws. I love the suggestion of Valentine's Day gifts for the chair and secretary. Thanks again, Michael Kositsin Link to comment Share on other sites More sharing options...
jstackpo Posted February 6, 2015 at 01:46 PM Report Share Posted February 6, 2015 at 01:46 PM I love the suggestion of Valentine's Day gifts for the chair and secretary.So will the publisher, I suspect. Link to comment Share on other sites More sharing options...
Steven Britton Posted February 6, 2015 at 01:51 PM Report Share Posted February 6, 2015 at 01:51 PM So will the publisher, I suspect. I'm sure they'll all love it. Link to comment Share on other sites More sharing options...
Richard Brown Posted February 6, 2015 at 04:48 PM Report Share Posted February 6, 2015 at 04:48 PM I'm really concerned about this provision in the bylaws: "18. ERROR OR OMISSION IN NOTICENo error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the Members of the Association shall invalidate such meeting or make void any proceedings taken thereat. . . ." I understand the reason for that provision, but it sure opens up a loophole where an unscrupulous or incompetent or negligent secretary can fail to send notices to a few members or can incorrectly address some of the notices so that certain "undesirable" members never receive the notice. I also point out, partly in response to Steven Britton's comments and excerpt from RONR in post # 4 about emailing notices, that the bylaws in question specifically require notice by regular mail according to the original post. I believe that would exclude email notifications unless, perhaps, some members have consented to email notices. Link to comment Share on other sites More sharing options...
Michael.the.keeper Posted February 6, 2015 at 10:26 PM Report Share Posted February 6, 2015 at 10:26 PM Again, thank you for the replies. I too am concerned about provision 18 in our bylaws. If permited I would like to post a few follow up questions. As a report on the bylaw changes are on the agenda for a vote, is it appropriate to introduce a motion to strike this section from the bylaws at that time? Or is it required to vote on all changes to the bylaws as submitted or is it within the members rights to vote on each paragraph? I am into section 2 of RONR, so I appreciate the clarification on what must be to you guys some basic stuff. Michael Kositsin Link to comment Share on other sites More sharing options...
jstackpo Posted February 6, 2015 at 10:42 PM Report Share Posted February 6, 2015 at 10:42 PM Take a quick jump to 592 where your questions will be answered. The stuff may be "basic" but there is a lot of it.... Keep asking questions! Link to comment Share on other sites More sharing options...
Josh Martin Posted February 7, 2015 at 12:56 AM Report Share Posted February 7, 2015 at 12:56 AM As a report on the bylaw changes are on the agenda for a vote, is it appropriate to introduce a motion to strike this section from the bylaws at that time? It depends. The bylaws generally require previous notice for their amendment. If so, amendments to these amendments are only in order if they are within the scope of the notice. If a revision is proposed (substituting an entirely new set of bylaws), this isn't an issue, as any amendment will be within the scope. If individual amendments are proposed, it becomes a bit trickier. It seems that there is no proposed amendment to this section, so I doubt that an amendment would be in order unless a revision is being proposed. Additionally, I wouldn't strike the whole thing. The part about sending notices to the last known address, for instance, seems perfectly reasonable. Or is it required to vote on all changes to the bylaws as submitted or is it within the members rights to vote on each paragraph? If a revision is proposed, after any debate and amendments to the proposed revision are handled, a vote is taken on the revision as a whole. A vote should not be taken on each section or paragraph. Well-written bylaws form a cohesive whole, in which language in one section may have bearing on another section, so attempting to adopt them piecemeal is likely to lead to a garbled mess. If individual amendments are proposed, a vote is taken on each individual amendment. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 9, 2015 at 02:00 PM Report Share Posted February 9, 2015 at 02:00 PM Additionally, I wouldn't strike the whole thing. The part about sending notices to the last known address, for instance, seems perfectly reasonable. Isn't that RONR default already? Link to comment Share on other sites More sharing options...
Josh Martin Posted February 9, 2015 at 07:08 PM Report Share Posted February 9, 2015 at 07:08 PM Isn't that RONR default already?Yes. Good point. Link to comment Share on other sites More sharing options...
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